| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/31/2024 |
3. Issuer Name and Ticker or Trading Symbol
Adagio Medical Holdings, Inc. [ ADGM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common stock | 7,160,397 | D(1) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| PIPE Warrants(2) | 07/31/2024 | 07/31/2029 | Common Stock | 5,445,069 | 10 | D(1) | |
| Convert Warrants(3) | 07/31/2024 | 07/31/2031 | Common Stock | 525,000 | 24 | D(1) | |
| Convertible Notes(3) | 07/31/2024 | 04/30/2028 | Common Stock | 700,000 | (2) | D(1) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The securities are directly held by Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of the Master Fund. Joseph Edelman ("Mr. Edelman") serves as the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of their indirect pecuniary interest therein, and this report shall not be deemed an admission that the Advisor or Mr. Edelman are beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| 2. The Master Fund was issued 5,445,069 warrants (the "PIPE Warrants") on July 29, 2024 pursuant to an Amended and Restated Subscription Agreement, dated July 29, 2024. Subject to adjustment, as provided in the Convert Warrants, each PIPE Warrant is exercisable for one share of common stock, par value $0.0001 per share (the "Common Stock"), of Adagio Medical Holdings, Inc. (f/k/a Aja HoldCo, Inc.) (the "Issuer"), at an exercise price of $10.00. |
| 3. The Master Fund was issued $7,000,000 in principal amount of convertible notes ("Convertible Notes") and 525,000 warrants ("Convert Warrants") of the Issuer on July 29, 2024. The Convertible Notes and any interest that compounds on the principal amount outstanding under the Convertible Notes are convertible into shares of Common Stock at the Master Fund's option at an initial conversion price of $10.00 per share. Subject to adjustment, as provided in the Convert Warrants, each Convert Warrant is exercisable for one share of Common Stock at an exercise price of $24.00. |
| /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member | 08/01/2024 | |
| /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund, Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member | 08/01/2024 | |
| /s/ Joseph Edelman | 08/01/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
